Sec Form 4 Filing - JOSHI VYOMESH @ HEWLETT PACKARD CO - 2012-03-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
JOSHI VYOMESH
2. Issuer Name and Ticker or Trading Symbol
HEWLETT PACKARD CO [ HPQ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP IPG
(Last) (First) (Middle)
C/O HEWLETT-PACKARD COMPANY, 3000 HANOVER STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/01/2012
(Street)
PALO ALTO, CA94304
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/01/2012 M 100,000 A $ 22.015 111,312.8699 ( 1 ) ( 2 ) D
Common Stock 03/01/2012 S 100,000 ( 3 ) D $ 25.4589 ( 4 ) 11,312.8699 D
Common Stock 296,166 ( 5 ) I By 2001 Joshi Living Trust Account (at Goldman Sachs)
Common Stock 14,380 ( 6 ) I By Vyomesh I. Joshi 2010 GRAT (at Goldman Sachs)
Common Stock 14,380 ( 6 ) I By Uma V. Joshi 2010 GRAT (at Goldman Sachs)
Common Stock 1,475 ( 6 ) I By 2001 Joshi Living Trust Account (Charles Schwab)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 22.015 03/01/2012 M 100,000 03/18/2005( 7 ) 03/18/2012 Common Stock 100,000 $ 0 0 D
Restricted Stock Units ( 8 ) 01/04/2012 A 79.8663 ( 9 ) ( 9 ) ( 9 ) Common Stock 79.8663 ( 9 ) 18,011.8663 D
Restricted Stock Units ( 8 ) 01/04/2012 A 515.4861 ( 10 ) ( 10 ) ( 10 ) Common Stock 515.4861 ( 10 ) 115,442.6 D
Restricted Stock Units ( 8 ) 01/04/2012 A 296.7904 ( 11 ) ( 11 ) ( 11 ) Common Stock 296.7904 ( 11 ) 66,134.7904 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JOSHI VYOMESH
C/O HEWLETT-PACKARD COMPANY
3000 HANOVER STREET
PALO ALTO, CA94304
EVP IPG
Signatures
/s/ David Ritenour as Attorney-in-Fact for Vyomesh I. Joshi 03/05/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The total beneficial ownership includes 36.7435 shares at $26.5149 per share acquired through dividends paid in shares under the HP 2011 Employee Stock Ownership Plan ("ESPP") on 01/04/12 with respect to shares held under the ESPP.
( 2 )The total direct beneficial ownership reflects a decrease of 16,102 shares due to the transfer of 16,102 shares into the 2001 Joshi Living Trust Account on 02/01/12.
( 3 )The sale reported on this Form 4 was effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 12/05/11.
( 4 )The price in Column 4 is a weighted average price. The prices actually received ranged from $25.36 to $25.62. Upon request, the reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff information regarding the number of shares sold at each price within the range.
( 5 )The total indirect beneficial ownership reflects an increase of 16,102 shares due to the transfer of 16,102 shares to the 2001 Joshi Living Trust Account on 02/01/12.
( 6 )There is no reportable change since the last filing. This is a reiteration of holdings only.
( 7 )This option became exercisable in four equal annual installments beginning on this date.
( 8 )Each restricted stock unit represents a contingent right to receive one share of HP common stock.
( 9 )As previously reported, on 12/10/10 the reporting person was granted 35,434 restricted stock units ("RSUs"), 17,717 of which vested on 12/10/11 and 17,717 of which will vest on 12/10/12. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 79.8663 dividend equivalent rights being reported reflect 79.8663 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12.
( 10 )As previously reported, on 06/27/11 the reporting person was granted 114,352 restricted stock units ("RSUs") which will vest on 06/27/15 subject to acceleration based on certain stock performance conditions. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 515.4861 dividend equivalent rights being reported reflect 515.4861 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12.
( 11 )As previously reported, on 12/12/11 the reporting person was granted 65,838 restricted stock units ("RSUs"), 21,946 of which will vest on each of 12/12/12, 12/12/13, and 12/12/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 296.7904 dividend equivalent rights being reported reflect 296.7904 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12.

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